Item 1.01 Entry into a Material Definitive Agreement.
On May 6, 2022, AST SpaceMobile, Inc. (the "Company") entered into a Common
Stock Purchase Agreement (the "Purchase Agreement") and a Registration Rights
Agreement (the "Registration Rights Agreement") with B. Riley Principal Capital,
LLC ("B. Riley"). Pursuant to the Purchase Agreement, subject to the
satisfaction of the conditions set forth in the Purchase Agreement, the Company
will have the right to sell to B. Riley up to the lesser of (i) $75,000,000 of
newly issued shares (the "Shares") of the Company's Class A common stock, par
value $0.0001 per share (the "Class A Common Stock"), and (ii) the Exchange Cap
(as defined below) (subject to certain conditions and limitations), from time to
time during the term of the Purchase Agreement. Sales of Class A Common Stock
pursuant to the Purchase Agreement, and the timing of any sales, are solely at
the option of the Company, and the Company is under no obligation to sell any
securities to B. Riley under the Purchase Agreement.
Upon the satisfaction of the conditions to B. Riley's purchase obligation set
forth in the Purchase Agreement (the "Commencement"), including that a
registration statement registering under the Securities Act of 1933, as amended
(the "Securities Act"), the resale by B. Riley of shares of Class A Common Stock
issued to it by the Company under the Purchase Agreement, which the Company
agreed to file with the Securities and Exchange Commission (the "SEC") pursuant
to the Registration Rights Agreement, is declared effective by the SEC and a
final prospectus relating thereto is filed with the SEC, the Company will have
the right, but not the obligation, from time to time at its sole discretion over
the 24-month period from and after the Commencement, to direct B. Riley to
purchase a specified maximum amount of shares of Class A Common Stock, not to
exceed certain limitations as set forth in the Purchase Agreement (each, a "VWAP
Purchase"), by delivering written notice to B. Riley prior to the commencement
of trading of the Class A Common Stock on The Nasdaq Global Select Market
("Nasdaq") on any trading day (the "Purchase Date"), so long as (i) the closing
sale price of the Class A Common Stock on the trading day immediately prior to
such Purchase Date is not less than as specified threshold price as set forth in
the Purchase Agreement and (ii) all shares of Class A Common Stock subject to
all prior VWAP Purchases and all prior Intraday VWAP Purchases (as defined
below) by B. Riley under the Purchase Agreement have been received by B. Riley
prior to the Company's delivery of such applicable purchase notice to B. Riley.
The purchase price of the shares of Class A Common Stock that the Company elects
to sell to B. Riley pursuant to the Purchase Agreement will be determined by
reference to the volume weighted average price of the Class A Common Stock
("VWAP"), during the full regular trading hour period on Nasdaq on the
applicable Purchase Date, calculated in accordance with the Purchase Agreement,
or, if during such regular trading hour period, (i) the trading volume threshold
calculated in accordance with the Purchase Agreement is reached or (ii) the
trading price of a share of Class A Common Stock on Nasdaq falls below a certain
minimum price threshold as chosen in accordance with the Purchase Agreement,
then only during the portion of the regular trading hour period on the
applicable Purchase Date prior to the time such volume threshold is reached or
the time such trading price of a share of Class A Common Stock falls below the
minimum price threshold, the precise commencement and ending times of such
period determined in accordance with the Purchase Agreement (the "Purchase
Valuation Period"), less a fixed 3.0% discount to the VWAP for such Purchase
Valuation Period.
In addition to the regular VWAP Purchases described above, after the
Commencement, we will also have the right, but not the obligation, subject to
the continued satisfaction of the conditions set forth in the Purchase
Agreement, to direct B. Riley to purchase, on any trading day, including the
same Purchase Date on which a regular VWAP Purchase is effected (as applicable),
a specified amount of shares of Class A Common Stock, not to exceed certain
limitations set forth in the Purchase Agreement that are similar to those that
apply to a regular VWAP Purchase (each, an "Intraday VWAP Purchase"), by the
delivery to B. Riley of an irrevocable written purchase notice, after 10:00
a.m., New York City time, and prior to 1:30 p.m., New York City time, on such
Purchase Date.
The per share purchase price for the shares of Class A Common Stock that we
elect to sell to B. Riley in an Intraday VWAP Purchase pursuant to the Purchase
Agreement, if any, will be calculated in the same manner as in the case of a
regular VWAP Purchase (including the same fixed percentage discounts to the
applicable VWAP as in the case of a regular VWAP Purchase, as described above),
provided that the VWAP for each Intraday VWAP Purchase effected on a Purchase
Date will be calculated over different Purchase Valuation Periods on such
Purchase Date, each of which will commence and end at different times on such
Purchase Date.
There is no upper limit on the price per share that B. Riley could be obligated
to pay for the Class A Common Stock the Company may elect to sell to it in any
VWAP Purchase or any Intraday VWAP Purchase under the Purchase Agreement. The
purchase price per share of Class A Common Stock that the Company may elect to
sell to B. Riley in a VWAP Purchase and an Intraday VWAP Purchase under the
Purchase Agreement will be equitably adjusted for any reorganization,
recapitalization, non-cash dividend, stock split, reverse stock split or other
. . .
Item 3.02 Unregistered Sales of Equity Securities.
The information contained above in Item 1.01 is incorporated by reference into
this Item 3.02.
The shares of Class A Common Stock that may be issued under the Purchase
Agreement are being offered and sold in a transaction exempt from registration
under the Securities Act, in reliance on exemptions provided for under Rule
506(b) and Section 4(a)(2) of the Securities Act. B. Riley has represented to
the Company in the Purchase Agreement that it is an institutional "accredited
investor," as defined in Rule 501(a) of Regulation D under the Securities Act,
and is acquiring such shares under the Purchase Agreement for investment
purposes only and not with a view towards the public sale or distribution
thereof in violation of applicable U.S. federal securities laws or applicable
state securities or "Blue Sky" laws.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the previously announced appointment of Sean Wallace as
Executive Vice President and Chief Financial Officer of the Company, effective
May 10, 2022, the Company has identified Shanti Gupta, its current principal
accounting officer, to serve as acting principal financial officer until Mr.
Wallace's start date.
Item 7.01 Regulation FD Disclosure.
On May 6, 2022, the Company issued a press release related to the matters
described in Item 1.01. A copy of the press release is attached hereto as
Exhibit 99.1 and incorporated by reference herein.
The information contained in this Item 7.01 and Exhibit 99.1 are furnished and
shall not be deemed to be filed for the purposes of Section 18 of the Exchange
Act, or otherwise subject to the liabilities of such section, nor will such
information be deemed incorporated by reference in any filing under the
Securities Act, or the Exchange Act, except as may be expressly set forth by
specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
10.1 Common Stock Purchase Agreement, dated as of May 6, 2022, between
AST SpaceMobile, Inc. and B. Riley Principal Capital, LLC*
10.2 Registration Rights Agreement, dated as of May 6, 2022, between AST
SpaceMobile, Inc. and B. Riley Principal Capital, LLC
99.1 Press release dated May 6, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Certain confidential information contained in this agreement has been omitted
because it is both not material and is the type that the registrant treats as
private or confidential.
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AST SPACEMOBILE, INC. 
